Cruzan International, Inc. Announces Agreement for Sale of Controlling Interest
03 Juni 2005 - 10:15PM
Business Wire
Cruzan International, Inc. (AMEX:RUM) (the "Company"), producer and
distributor of the Cruzan line of rums from the Virgin Islands and
a leading distiller of rum and brandy, and importer and marketer of
premium branded spirits, announced today that Angostura, Ltd.
("Angostura"), the Company's controlling stockholder, has entered
into a Stock Purchase Agreement with V&S Vin & Sprit AB,
the Swedish based international wine and spirits company
("V&S"), pursuant to which V&S agreed to purchase
Angostura's controlling interest in the Company. Upon the terms and
subject to the conditions set forth in the Stock Purchase
Agreement, V&S agreed to purchase all 4,294,583 shares of the
Company's common stock beneficially owned by Angostura (currently
representing approximately 67.8% of the Company's outstanding
common stock) for an aggregate consideration of $121,837,320.00, or
$28.37 per share. The Stock Purchase Agreement is subject to normal
closing conditions, including the approval of the board of
directors of the Company. In connection with such approval and any
other related issues, the Company's board of directors has
appointed a special committee of independent directors. The
purchase and sale is expected to close on or before September 30,
2005. V&S has announced that it intends to offer the Company's
minority stockholders equitable treatment. The Company expects to
continue to operate with its current management and, until the
closing date, its current board of directors. Since 2003, the
Company has had a distribution agreement with V&S that provides
for joint marketing and for the distribution by V&S of Cruzan
products in certain international spirits markets. Commenting on
the sale, Jay S. Maltby, Chairman and Chief Executive Officer,
said, "Angostura has been an extremely supportive controlling
shareholder, and we regret the end of our relationship. We are,
however, extremely excited to have the opportunity to continue to
work with, and have the further support of, V&S, one of the
premier worldwide beverage alcohol brand marketers. We expect that
the sale of controlling interest to V&S will now position the
Cruzan brand into a much wider international distribution network."
Mr. Maltby continued, "The price paid by V&S validates the
shareholder value the Company has built as a result of our efforts
to develop and market the Cruzan brand both in the U.S. and
throughout the world." The Company does not expect this
announcement to impact the Company's ongoing rights offering, which
is scheduled to expire at 5:00 p.m. Eastern Time on Tuesday, June
21, 2005. The rights offering grants holders of the Company's
common stock held as of the close of business on May 20, 2005
(except Angostura and its affiliates) nontransferable subscription
rights to purchase in the aggregate up to 408,787 shares of the
Company's common stock at a subscription price of $13.91. About the
Company Cruzan International, Inc. is a major supplier of rum,
brandy and wine to the beverage alcohol industry. The Company also
produces ultra-premium single-barrel aged rums and tropical rums,
vinegar and other alcohol-related products. Statements contained in
this press release, other than historical facts, are
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities and
Exchange Act of 1934. The Company intends that such forward-looking
statements shall be subject to the safe harbors created thereby.
These statements involve various risks and uncertainties, including
without limitation those contained in the section entitled "Risks
that May Affect Future Results" in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in
the Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2004. As a result, future results may differ
materially from the expected results represented by the forward
looking-statements contained in this press release. x
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